XBP Global Holdings, Inc. entered into securities purchase agreements on September 11, 2026, with certain accredited investors to sell shares of its common stock in a private placement. The company sold an aggregate of 2,275,245 shares of common stock, par value $0.0001 per share, at a weighted purchase price of approximately $2.66 per share. The transaction is expected to generate aggregate gross proceeds of approximately $6.05 million for the company.

The closing of the private placement is scheduled to occur on or before September 15, 2026, subject to customary closing conditions. Cantor Fitzgerald & Co. acted as the placement agent for the transaction. The shares issued in this private placement will not be registered under the Securities Act of 1933 and will be issued in reliance on exemptions from registration requirements.

Specific investors named in the filing include HCI, LLC, an affiliate of HGM Limited, which purchased 204,946 shares. Mr. Par Chadha, the Executive Chairman of the Company’s Board of Directors, serves as the Chairman of HGM. Additionally, funds managed by investment advisers affiliated with Avenue Capital Group purchased 600,000 shares. Mr. Randal Klein, a member of the Board, is a portfolio manager at Avenue. Company executives Andrej Jonovic, the Chief Executive Officer, and Dejan Avramovic, the Chief Financial Officer, also participated as purchasers, buying 31,500 and 8,833 shares, respectively.

Separately, in connection with the purchase agreements, the company entered into Registration Rights Agreements with the purchasers. These agreements require the company to file a registration statement with the SEC to register the resale of the shares no later than September 22, 2026. The company agreed to use commercially reasonable efforts to have the registration statement declared effective as soon as practicable after filing.

Furthermore, officers, directors, and certain stockholders executed a lock-up agreement. This agreement restricts these individuals from selling or disposing of their shares for a period ending on the earlier of 30 days after the registration statement is declared effective or 60 days following the closing of the private placement.